Filed by Duke Energy Corporation
Commission File No. 1-4928
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Duke Energy Holding Corp.
Commission File No. 132-02302
This filing on Form 425 is made to correct a prior 425 filing made on May 9,
2005. Due to a typographical error, the net income number in the line titled
"New Company (pro forma)" omitted a double-asterisk marking which should have
been included to indicate the number was calculated using December 31, 2004
data.
[DUKE ENERGY GRAPHIC OMITTED] Merger Fact Sheet [CYNERGY GRAPHIC OMITTED]
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Company Duke Energy Cinergy
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Tickers NYSE: DUK NYSE: CIN
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Descriptions Based in Charlotte, North Carolina, Duke Energy is a Based in Cincinnati, Ohio, Cinergy has a balanced,
diversified energy company, with a portfolio of integrated portfolio consisting of two core
natural gas and electric businesses, both regulated businesses: regulated operations and commercial
and unregulated, and an affiliated real estate businesses. Cinergy's integrated businesses make it a
company. Duke Energy supplies, delivers and Midwest leader in providing both low-cost generation
processes energy for customers in the Americas. and reliable electric and gas service.
www.duke-energy.com www.cinergy.com
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Major Duke Power Cincinnati Gas & Electric Company
Businesses Duke Energy Americas (North America and International) PSI Energy
Duke Energy Gas Transmission, including Union Gas Union Light, Heat & Power Company
Duke Energy Field Services Cinergy Marketing & Trading Inc.
Crescent Resources Cinergy Solutions Inc.
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2004 Data** Assets: $55.5 Billion Assets: $15 Billion
(rounded) Revenues: $22.5 Billion Revenues: $4.7 Billion
Net income: $1.5 Billion Net income: $400 Million
Electric Customers: 2.2 Million Electric Customers: 1.5 Million
Gas Customers: 1.2 Million Gas Customers: 500,000
Generation Assets Owned: 32,000 MW Generation Assets Owned: 14,000 MW
Generation Assets Operated: 35,000 MW Generation Assets Operated: 19,000 MW
Service Territory: 22,000 square miles Service Territory: 25,000 square miles
Employees: 21,500 Employees: 7,850
Miles of Transmission Pipeline: 17,500 Cinergy Foundation Giving: $6.5 Million
Miles of Gas Gathering Pipeline: 59,000
Natural Gas Liquids Volume: 357,000 barrels per
day
Duke Energy Foundation Giving: $13.5 Million
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Strategic o Optimizes and strengthens portfolio of businesses o Provides substantial value to stakeholders
Rationale o Improves current situation and future prospects immediately - 13.4% premium for current Cinergy
of Duke Energy North America shareholders
o Increases options for future restructuring; o Brings together two premier franchised electric
electric and gas businesses have stand alone scale utility platforms
o Creates immediate shareholder value o Combines complementary portfolios
o Adds fuel and geographic diversity
o Consolidating trading and marketing will enhance
opportunities
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Core Values o Stewardship - A commitment to health, safety, o Focus on the customer - Listen. Show respect.
environmental responsibility and our communities Take ownership. Take action. Honor commitments
o Integrity - Ethically and honestly doing what we o Demonstrate environmental stewardship in all
say we will do that we do
o Respect for the Individual - Embracing diversity o Practice ethics, integrity and transparency in
and inclusion, enhanced by openness, sharing, all that we do
trust, teamwork and involvement o Be bold, aim high - expect high performance from
o High Performance - The excitement and yourself, your colleagues and your company
fulfillment of achieving superior business results o Strive for continuous improvement - think beyond
and stretching our capabilities what has been done before and innovate new ways
o Win-Win Relationships - Having relationships to do what you do better, faster, cheaper
which focus on the creation of value for all o Turn challenges and risks into opportunities by
parties being proactive and creative
o Initiative - Having the courage, creativity and o Be flexible by being open to change and willing
discipline to lead change and shape the future to learn new skills
o Demonstrate respect and value the opinions and
differences of others
o Emphasize "Safety Always!" - watch out for the
safety of each other and the public
o Value teamwork - one company, one stock, one
team
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New Company Company Name: Duke Energy Corporation Customers: 3.7 Million electric and
(pro forma) Corporate Headquarters: Charlotte, North Carolina 1.7 million gas
Market Capitalization: $36 Billion* Employees: 29,350
[DUKE ENERGY Total Assets: $70.5 Billion** Generation Assets
GRAPHIC Revenues: $27.2 Billion** Owned and/or Operated: 54,000 MW
OMITTED] Net Income: $1.9 Billion** Service Territory: 47,000 square miles
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Executive Chairman - Paul Anderson
Leadership President and Chief Executive Officer - Jim Rogers
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Board of The new Duke Energy board will be comprised initially of 10 members named by Duke Energy and five members
Directors named by Cinergy.
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* As of stock close May 6, 2005
** As of December 31, 2004
* * *
Forward-Looking Statements
This document includes statements that do not directly or exclusively
relate to historical facts. Such statements are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements
include statements regarding benefits of the proposed mergers and restructuring
transactions, integration plans and expected synergies, anticipated future
financial operating performance and results, including estimates of growth.
These statements are based on the current expectations of management of Duke
and Cinergy. There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements
included in this document. For example, (1) the companies may be unable to
obtain shareholder approvals required for the transaction; (2) the companies
may be unable to obtain regulatory approvals required for the transaction, or
required regulatory approvals may delay the transaction or result in the
imposition of conditions that could have a material adverse effect on the
combined company or cause the companies to abandon the transaction; (3)
conditions to the closing of the transaction may not be satisfied; (4) problems
may arise in successfully integrating the businesses of the companies, which
may result in the combined company not operating as effectively and efficiently
as expected; (5) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; (6)
the transaction may involve unexpected costs or unexpected liabilities, or the
effects of purchase accounting may be different from the companies'
expectations; (7) the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; (8) the
businesses of the companies may suffer as a result of uncertainty surrounding
the transaction; (9) the industry may be subject to future regulatory or
legislative actions that could adversely affect the companies; and (10) the
companies may be adversely affected by other economic, business, and/or
competitive factors. Additional factors that may affect the future results of
Duke and Cinergy are set forth in their respective filings with the Securities
and Exchange Commission ("SEC"), which are available at
www.duke-energy.com/investors and www.cinergy.com/investors, respectively. Duke
and Cinergy undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement
of Duke Energy Holding Corp., which includes a joint proxy statement of Duke
and Cinergy, and other materials have been filed with the SEC. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE
OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
DUKE, CINERGY, DUKE ENERGY HOLDING CORP., AND THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement and proxy
statement as well as other filed documents containing information about Duke
and Cinergy at http://www.sec.gov, the SEC's website. Free copies of Duke's SEC
filings are also available on Duke's website at www.duke-energy.com/investors,
and free copies of Cinergy's SEC filings are also available on Cinergy's
website at www.cinergy.com/investors.
Participants in the Solicitation
Duke, Cinergy and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies from
Duke's or Cinergy's stockholders with respect to the proposed transaction.
Information regarding the officers and directors of Duke is included in its
definitive proxy statement for its 2005 Annual Meeting filed with the SEC on
March 31, 2005. Information regarding the officers and directors of Cinergy is
included in its definitive proxy statement for its 2005 Annual Meeting filed
with the SEC on March 28, 2005. More detailed information regarding the
identity of potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the registration
statement and proxy statement and other materials to be filed with the SEC in
connection with the proposed transaction.